ISBN-13: 9781119615651 / Angielski / Twarda / 2020 / 344 str.
ISBN-13: 9781119615651 / Angielski / Twarda / 2020 / 344 str.
"It is a reasonable assumption that successful boards will share some common characteristics, as will failing boards. The challenge is to identify these factors before success or failure occur. This book, evidently based on Didier Cossin's years of experience with boards around the world, goes a long way in doing so. The Four Pillars of Board Effectiveness will be an inspiration for many boards and their directors, as they consider how they can further strengthen their governance, enhance their effectiveness and ensure their success."- Paul Bulcke, Chairman of the Board of Directors, Nestlé S.A. (Switzerland); Vice-Chairman, Board of Directors, L'Oréal (France); Member, J.P. Morgan International Council"Didier Cossin brings huge direct experience to bear in his fascinating analysis of what makes a good board. Integrity, hard work, collegiality and independence of judgment matter greatly as personal attributes of board members as does a collective ability to focus on strategy, management support and risk in all its forms matters at the board level itself. And if that sounds easier said than done, read this book. This board member felt wiser and more daunted by the end."- Lord Mark Malloch-Brown, Chairman, SGO (UK); Board Member of Investec, Seplat Petroleum and Kerogen; former Deputy Secretary-General and Chief of Staff, United Nations; former Minister of State in the Foreign Office"An important distillation of Didier Cossin's insight and expertise on effective governance. As a long-time follower of his work, I am glad to see Prof Cossin publish this comprehensive guidebook to governance that transcends both geography and sectors. From stewardship of strategic objectives, to managing and structuring risk, the importance of board diversity and more, the lessons are at once practical and essential for any board member."- Peter Maurer, President of the International Committee of the Red Cross"What impressed me most is the comprehensive coverage of every aspect of board work in a way that is solidly grounded in every day's practice in boardrooms around the world. As such, the book is a must-read for every aspiring board member, but also has a lot to offer for even the most seasoned board member with a curiosity for learning and continuous improvement."- Gerard Kleisterlee, Chairman, Vodafone Group Plc; Deputy Chair and Senior Independent Director, Royal Dutch Shell; Chairman, ASML"This is the bedside book any board member should read and reread. Building on his extensive and deep experience, Didier pragmatically helps us to challenge our ways of interacting around the board table and establish a multi-dimensional frame in order to foster the best decision making. Every page calls into question one's practice and pushes each of us to avoid biases and revisit his/her ways of thinking for the ultimate benefit of the company."- Barbara Dalibard, Lead Independent and Chair of Compensation and Appointments Committee, Michelin Group"This book offers a complete and enlightening review of current board governance practices and challenges. The approach and framework it offers are as pertinent in the East as in the West in establishing high performing boards."- Hsieh Fu Hua, Chairman, ACR Capital Holdings Pte Ltd; Board Member of GIC, Singapore and Grab Holdings, Singapore; Chairman of the National University of Singapore and National Gallery of Singapore"Professor Cossin has developed the concept of board effectiveness based on his latest research. Intellectually stimulating, this book provides practical guidance to cope with unique challenges associated with governance of institutions. This book is therefore a must-read for board directors of companies, governmental organizations and NGOs."- Kumiko Matsuura-Mueller, Chairwoman, United Nations Federal Credit Union (USA)"The book is a comprehensive and practical guide to key issues relevant for all boards aiming to improve their decision-making processes. There are many useful takeaways on how to increase the dynamics in the boardroom."- Olaug Svarva, Chairwoman, DNB ASA (Norway); Chairwoman, Norfund; Board Member of Investinor and Institute of International Finance (IIF)"Thank you, Dr Cossin. Board members have needed this book for a long time. This work will assist board members to understand their responsibilities better."- H.E. Dr. Mohammed bin Hamad bin Saif Al Rumhy, Minister of Oil and Gas, Sultanate of Oman; Chairman, Petroleum Development Oman; Chairman, OQ; Board Member, SGRF"Didier Cossin's book explains how Governance can be a key factor for companies' success. It's a must-read for all board members!"- Lorenzo Bini Smaghi, Chairman, Société Générale; Board Member, TAGES Holding"Professor Cossin has got it spot on. His four-pillared 'temple' of board effectiveness is brought to life with the boardroom adventures of Joanne Marker. Indeed his construct has two outer buttresses that centre around people. Their quality, focus, dedication and also how they interact with each other dynamically to produce a governance culture of excellence. One hopes that right-minded and passionate directors or would-be directors will read this book and say 'I want to be a John or Joanne Marker when I grow up!'"- Teo Swee Lian, Chairwoman, CapitaLand Mall Trust; Board Member of AIA, Singtel and Dubai Financial Services Authority; former Deputy Managing Director, Monetary Authority of Singapore
About the Author xviiAcknowledgements xixPreface xxiPart I: The Four Pillars of Board Effectiveness 1Joanne Marker and Board Service 3Chapter 1 The Four Pillars of Board Effectiveness 9The First Pillar: People Quality, Focus, and Dedication 11The Second Pillar: Information Architecture 14The Third Pillar: Structures and Processes 15The Fourth Pillar: Group Dynamics and Board Culture 17Chapter 2 Governance Challenges around the World 20Scientific Lessons from Natural Selection 22What is Transformational Leadership? 23Should We Trust Leaders? 24The Governance DNA 26Chapter 3 The Successful Director: Values and Character 28Duty of Care 30Duty of Loyalty 32Integrity: A Key Characteristic of Board Directors 32Chapter 4 The First Pillar: People Quality, Focus, and Dedication 35Quality 35Focus 38Dedication 41Chapter 5 The Second Pillar: Information Architecture 45How Complete is Your Information? 46Chapter 6 Board Structures and Processes 50Processes 51Committee Structure 52Board Secretary 53Lead Director or Vice Chair 55Chapter 7 Group Dynamics and Board Culture 56Understanding Group Dynamics 57Coalitions Within a Board Are Inevitable - and they Feed into Politics 60Boards Fall into Traps 63Drawing Strength from the Board's Potential 66Developing Self-Awareness 67Board Culture 69Part II: Board Failures and Challenges 77Chapter 8 Four Areas of Board Failure 79Chapter 9 Risks and Ensuring the Right Board Risk-Philosophy 82Chapter 10 A Board Member's Practical Guide to Risk Thinking 85The Physical Health Check: Technical Risks 86The Mental Health Check: Behaviours 89The Strategic Risk Check 93The Governance Risk Check 94Chapter 11 Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber 97The Why and How of Quantitative Risk Assessment for Boards 98Integration of Risks 101The Outcome of Risk Assessment 102Cyber Risk 104Chapter 12 Crisis Management 107Crisis as a Turning Point 110There is Work to Be Done In Peaceful Times 111Communication Principles 111Another Powerful Weapon: Gathering Information 113A Crisis Will Shed Light On Boardroom Fissures 115Procedure vs. Authenticity 117Communicate Your Way to Rebuilding Trust 118Chapter 13 The Four Tiers of Conflicts of Interest 120Tier-I Conflicts: Individual Directors vs. Company 122Tier-II Conflicts: Directors vs. Stakeholders 124Tier-III Conflicts: Stakeholders vs. Other Stakeholders 131Conflicts of Interest within a Group of Stakeholders 135Tier-IV Conflicts: Company vs. Society 136Chapter 14 High-Level Fraud and Active Board Oversight 141Why Does High-Level Fraud Happen? 143Injustice 147Lax Oversight 148Problematic Culture 149Financial Illiteracy 151How to Create an Effective Oversight Environment 152Preventing Injustice: Broaden the Notion of Conflict of Interest 152Preventing Lax Oversight: Build Appropriate Frameworks 153Preventing Toxic Behaviours: Create a Positive Culture 156Strengthen Board Oversight Expertise with Special Focus on Legal, Compliance, Risk, Fraud, and Financial Reporting 159Tools For Anti-Fraud Activities: Assessment, Prevention, Detection, and Investigation 160Assessment 161Prevention 161Detection 161Investigation 162Part III: Board Best Practices 165Chapter 15 The Board as a Strategic Asset 167Five Definitions of Strategy 168Clarifying the Board's Role 171Taking Context into the Mapping Process 174The Impact of Context on Strategic Views and Roles of the Board 175The Board's Ultimate Strategic Significance 176Chapter 16 A Primer on Finance Essentials for Directors 177Reading Financial Reports 178Understanding Ratios to Analyse Operating Strategies 179Interpreting Between the Lines of Financial Statements 181How to Identify Red Flags in Financial Statements 182Implementing Desired Capital Structure 184Understanding Valuation Fundamentals 185Making Better M&A Decisions 187Overseeing Risk 189Joanne Marker and Board Values at Comfre 193Chapter 17 Board Leadership and Values 197Quality Boards Live and Breathe Integrity 198Which and Whose Values? 199Board Values vs. Organisational Values 202Family Values in Business 203Chapter 18 The Intricacies of Subsidiary/Holding Governance 204Structures 206Culture 208Chapter 19 Fostering Entrepreneurship from the Board 210'Best Practice' Governance vs. Entrepreneurship 211Boards Should Actively Encourage Entrepreneurship 212Chapter 20 The Board's Oversight Framework for M&As 217Creating a Deal-Making Mindset 218Seeing the Bigger Picture 220Staging Deals with Maximum Precision 220Integration 225Confronting Litigation Involving M&As 226Joanne Marker Confronts Failing Board Culture 229Chapter 21 The Chair-CEO Relationship 233The Role of the Chair 233Chairs are Increasingly Active 237Chair-CEO Dynamics - the Hallmarks of a Productive Relationship 238Tests of the Chair-CEO Relationship 240The Ideal Attributes of a Chair 242Chapter 22 The Board-Management Relationship 244Supervision 244Support 246Blurring the Board-Management Relationship 247Writing Governance Codes is Easier Than Changing Behaviours 248Chapter 23 Effective Diversity 251Diversity is Good . . . But Why; and When? 251Diversity as a Considered Choice 252Gender 253Culture 255Personality 256Age 257Social Background 259We Have Embraced Diversity . . . Now What? 260The Chair's Role in Building and Nurturing Diversity 262Chapter 24 The Talent Pipeline 265The Board's Responsibility for Talent Management 265The New Talent Dynamic: Culture, Values, Community 268Chapter 25 Boards and Social Media 272JP Morgan's Failed Foray into Twitter Q&A 273Why Boards Should Understand Social Media 274What Boards Should Do 276Chapter 26 Boards and Investors 279The Move toward Increasing Shareholder Engagement 281Chapter 27 Managing Stakeholders 283Shareholders vs. Stakeholders: A Definition 284How to Identify a Company's Key Stakeholders 285The Board Can Be Instrumental in Shaping the CEO-Stakeholders Conversation 285Anticipating Stakeholders' Influence and Impact 286Chapter 28 Stewardship from the Board 289Building Upon a Rich Cross-Disciplinary Legacy of Thought 291Psychological, Organisational, and Cultural Influences on Stewardship 291Steward Leaders Build on their Unique Strengths to Drive Stewardship 292Steward Leaders Deliver Long-Lasting, Meaningful, and Inclusive Impact 293Becoming a Steward Leader: What it Takes 295Stewardship Risks 297Boards Are Key to Fostering Stewardship 297Conclusion 299Index 301
DIDIER COSSIN is a professor at IMD, Switzerland and the founder and director of the IMD Global Board Center. He is the originator of the Four Pillars of Board Effectiveness methodology and an advocate of stewardship. He is the author and co-author of books such as Inspiring Stewardship, book chapters (such as Governance Risk: A Guide for Investors) and many articles in the fields of governance, investments, risks and stewardship, several of which have obtained citations of excellence or other awards.Didier works with asset owners, government officials, central bankers, boards and senior leaders to provide the latest thinking on best- in-class governance, board effectiveness, the governance of investments, board dynamics and strategy design. He favors an adaptive and interactive approach to finding distinctive solutions for organisations on a wide range of governance topics. His latest research focuses on stewardship, how we can foster organisations to have long-term positive social impact while creating economic value for all. His past research has dealt with optimising governance in critical decision-making situations (large investments, key personnel changes, M&As, strategic turnarounds and organisational threats). Didier also supports some leading non-profit organisations at fine-tuning their governance for impact.
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